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E-House (China) Holdings Limited Announces Proposed Offering Of US$180 Million Convertible Senior Notes

SHANGHAI, Dec. 10, 2013 /PRNewswire-FirstCall/ -- E-House ( China) Holdings Limited  (NYSE: EJ) ("E-House" or the "Company"), a leading real estate services company in China, today announced that it proposes to offer up to US$180 million in aggregate principal amount of convertible senior notes due 2018 (the "notes"), subject to market conditions. Credit Suisse Securities ( USA) LLC is acting as the initial purchaser of the notes. The conversion rate and other terms of the notes have not been finalized and will be determined at the time of pricing of the offering. The Company intends to grant to the initial purchaser a 30-day option to purchase up to an additional US$20 million principal amount of notes.  The notes will be convertible into the Company's American Depositary Shares ("ADSs"), each representing one ordinary share of E-House, par value US$0.001 per share (the "ordinary shares"), at the option of the holders, in integral multiples of US$1,000 principal amount and at any time prior to the close of business on the second business day immediately preceding the maturity date. Holders of the notes will have the right to require the Company to repurchase for cash all or part of their notes on December 15, 2016 or upon the occurrence of certain fundamental change.

The Company plans to use approximately US$20 million of the net proceeds from the offering for the repurchase of the Company's ordinary shares and ADSs and approximately US$50 million of the net proceeds from the offering to pay the premium of the call option (defined below). The remainder of the net proceeds of the offering will be used for general corporate purposes, including working capital needs and potential investments in or acquisitions of complementary businesses.

In connection with the offering, the Company intends to enter into a zero-strike call option (the "call option") with an affiliate of the initial purchaser (the "option counterparty"). The call option is intended to facilitate privately negotiated transactions by which investors in the notes will hedge their investment in the notes.

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